PARETEUM SC 13G/A | TEUM 31 Jan 18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Pareteum Corporation

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

69946T108

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

☐

Rule 13d-1(b)

☑

Rule 13d-1(c)

☐

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 69946T108

Page 2 of 9

1	NAME OF REPORTING PERSON Corbin Mezzanine Fund I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

	5	SOLE VOTING POWER 0
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 2,206,315
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,206,315
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,206,315
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.9%*
12	TYPE OF REPORTING PERSON PN

All percentages of Common Stock outstanding contained herein are based on 42,924,766 shares of Common Stock outstanding as of December 1, 2017, as disclosed by the Company in its Prospectus Supplement filed on December 1, 2017 pursuant to Rule 424(b)(5), and after giving effect to the issuance of 2,040,000 shares of Common Stock pursuant to the warrants described in Item 4 below.

CUSIP No.: 69946T108

Page 3 of 9

1	NAME OF REPORTING PERSON Corbin Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	5	SOLE VOTING POWER 0
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 2,206,315
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,206,315
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,206,315
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.9%
12	TYPE OF REPORTING PERSON IA

CUSIP No.: 69946T108

Page 4 of 9

1	NAME OF REPORTING PERSON Corbin Capital Partners Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
	5	SOLE VOTING POWER 0
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 2,206,315
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,206,315
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,206,315
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.9%*
12	TYPE OF REPORTING PERSON PN

CUSIP No.: 69946T108

Page 5 of 9

Item 1(a)

NAME OF ISSUER:

Pareteum Corporation (the “Company”)

Item 1(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

100 Park Avenue

New York, New York 10017

ITEM 2(a)-(c)

NAME, PRINCIPAL BUSINESS ADDRESS AND CITIZENSHIP OF PERSONS FILING:

Corbin Mezzanine Fund I, L.P.

590 Madison Avenue, 31st Floor

New York, New York 10022,

which is a Delaware limited partnership.

Corbin Capital Partners, L.P.

590 Madison Avenue, 31st Floor

New York, New York 10022,

which is a Delaware limited partnership.

Corbin Capital Partners Management, LLC

590 Madison Avenue, 31st Floor

New York, New York 10022,

which is a Delaware limited liability company.

ITEM 2(d)

TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.00001 per share

ITEM 2(e)

CUSIP NO.:

69946T108

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO §240.13d-1(b) or §240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

Not applicable.

ITEM 4.

OWNERSHIP

(a)

Amount beneficially owned:

Corbin Mezzanine Fund I, L.P. – 2,206,315

Corbin Capital Partners, L.P. – 2,206,315

Corbin Capital Partners Management, LLC – 2,206,315

(b)

Percent of class:

Corbin Mezzanine Fund I, L.P. – 4.9%

Corbin Capital Partners, L.P. – 4.9%

Corbin Capital Partners Management, LLC – 4.9%

CUSIP No.: 69946T108

Page 6 of 9

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

Corbin Mezzanine Fund I, L.P. – 0

Corbin Capital Partners, L.P. – 0

Corbin Capital Partners Management, LLC – 0

(ii)

Shared power to vote or direct the vote

Corbin Mezzanine Fund I, L.P. – 2,206,315

Corbin Capital Partners, L.P. – 2,206,315

Corbin Capital Partners Management, LLC – 2,206,315

(iii)

Sole power to dispose or to direct the disposition of

Corbin Mezzanine Fund I, L.P. – 0

Corbin Capital Partners, L.P. – 0

Corbin Capital Partners Management, LLC – 0

(iv)

Shared power to dispose or to direct the disposition of

Corbin Mezzanine Fund I, L.P. – 2,206,315

Corbin Capital Partners, L.P. – 2,206,315

Corbin Capital Partners Management, LLC – 2,206,315

Corbin Mezzanine Fund I, L.P. (the “Fund”) currently holds 166,315 shares of common stock, $0.00001 par value (the “Common Stock”), of the Company. In connection with entry into the Amended and Restated Credit Agreement (the “Credit Facility”), as disclosed in the Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 29, 2016, the Company issued a warrant to the Fund to acquire up to a total of 27,051,627 shares of Common Stock at an exercise price equal to $0.13 per share at any time and from time to time on or after December 27, 2016 through December 27, 2019 (the “Original Warrant”), provided that the Fund may not exercise the Original Warrant to any extent that would cause the Fund to beneficially own in excess of 9.99% of the Common Stock. The terms of the Original Warrant were subsequently amended as follows: (i) an adjustment to 1,229,100 shares of Common Stock at an exercise price equal to $3.25 per share following a 25:1 reverse stock split in February 2017; (ii) an amendment to cover 1,229,100 shares of Common Stock with an exercise price of $1.305 in connection with the amendment to the Credit Facility, as disclosed in the Form 8-K filed by the Company with the SEC on March 31, 2017; and (iii) an amendment to reduce the exercise price to $0.64 in connection with another amendment to the Credit Facility on August 9, 2017 (the Original Warrant, as amended, the “Corbin Warrant”). Also on August 9, 2017, the Company issued a new warrant to the Fund to acquire up to an additional 810,900 shares of Common Stock at an exercise price equal to $0.64 per share at any time and from time to time on or after August 9, 2017 through December 27, 2019 (the “New Warrant”), provided that the Fund may not exercise the New Warrant to any extent that would cause the Fund to beneficially own in excess of 9.99% of the Common Stock. Accordingly, assuming the exercise of the Corbin Warrant and the New Warrant to the maximum extent so permitted, as of the date hereof, the Fund has the right to acquire 2,040,000 shares of Common Stock at an exercise price equal to $0.64. Giving effect to such exercise, the Reporting Persons may be deemed to beneficially own 2,206,315 of the 42,924,766 shares of Common Stock deemed outstanding.

Corbin Capital Partners, L.P., adviser to the Fund (the “Adviser”), and Corbin Capital Partners Management, LLC, the sole general partner of the Fund (the “GP”), may be deemed to beneficially own the shares of Common Stock that may be deemed beneficially owned by the Fund.

CUSIP No.: 69946T108

Page 7 of 9

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☑.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.

CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No.: 69946T108

Page 8 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 31, 2018

	Corbin Mezzanine Fund I, L.P.

	By:	Corbin Capital Partners, L.P.,
		its investment manager

	By:	/s/ Anthony J. Anselmo
	Name:	Anthony J. Anselmo
	Title:	Chief Operating Officer


	Corbin Capital Partners, L.P.

	By:	/s/ Anthony J. Anselmo
	Name:	Anthony J. Anselmo
	Title:	Chief Operating Officer


	Corbin Capital Partners Management, LLC

	By:	/s/ Anthony J. Anselmo
	Name:	Anthony J. Anselmo
	Title:	Chief Operating Officer

CUSIP No.: 69946T108

Page 9 of 9

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13G/A dated January 31, 2018 relating to the Common Stock, par value $0.00001 per share of Pareteum Corporation shall be filed on behalf of the undersigned.

Date: January 31, 2018

	Corbin Mezzanine Fund I, L.P.

	By:	Corbin Capital Partners, L.P.,
		its investment manager

	By:	/s/ Anthony J. Anselmo
	Name:	Anthony J. Anselmo
	Title:	Chief Operating Officer


	Corbin Capital Partners, L.P.

	By:	/s/ Anthony J. Anselmo
	Name:	Anthony J. Anselmo
	Title:	Chief Operating Officer


	Corbin Capital Partners Management, LLC

	By:	/s/ Anthony J. Anselmo
	Name:	Anthony J. Anselmo
	Title:	Chief Operating Officer

PARETEUM (TEUM) SC 13G/APARETEUM Corp